Bruker (NASDAQ: BRKR) Q1 2026 revenue reaches $823M amid restructuring
Bruker Corporation reported Q1 2026 revenue of $823.4 million, slightly higher than $801.4 million a year earlier, with growth in both product and service revenue. Gross profit was $379.8 million, but higher operating expenses and restructuring and impairment charges reduced operating income to $10.2 million from $31.8 million.
Net income attributable to Bruker was $14.4 million, but after $10.9 million of preferred dividends, net income to common shareholders was $3.5 million, or $0.02 per diluted share, down from $0.11. Operating cash flow improved to $71.2 million, while cash fell as Bruker repaid $181.3 million of long-term debt and invested in acquisitions.
Bruker completed the acquisition of the remaining 60% of Tofwerk, recognizing total consideration of $81.0 million and a $12.2 million non-taxable gain on remeasuring its prior stake. The company recorded $17.8 million of restructuring costs and $12.9 million of long-lived asset impairments, mainly in the BSI NANO and CALID segments, and continued a corporate-wide cost program expected to finish in 2026.
Positive
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Insights
Revenue grew modestly, but heavy restructuring, impairments and preferred dividends drove much lower earnings to common shareholders.
Bruker generated Q1 2026 revenue of $823.4 million, up from $801.4 million, with contributions across BSI BioSpin, CALID, NANO and BEST. However, operating income fell to $10.2 million as restructuring, acquisition-related costs and higher operating expenses offset the top-line increase.
Other charges totaled $26.2 million, including $17.8 million of restructuring and $12.9 million of long-lived asset impairments, mainly tied to the corporate-wide and BSI NANO restructuring plans. After $10.9 million of dividends on the 6.375% Series A mandatory convertible preferred stock, net income to common shareholders dropped to $3.5 million, or $0.02 per diluted share.
Cash flow from operations improved to $71.2 million, while net cash decreased as Bruker repaid $181.3 million of long-term debt and spent $39.7 million net on investing activities, including acquisitions. The Tofwerk deal added $81.0 million of consideration and a $12.2 million remeasurement gain, and goodwill rose to $1,572.9 million. The effective tax rate declined to 11.4%, helped by the non-taxable Tofwerk gain.
Key Figures
Key Terms
Mandatory Convertible Preferred Stock financial
Restructuring charges financial
Goodwill impairment test financial
Net investment hedges financial
Contingent consideration financial
Hybrid instruments liabilities financial
Earnings Snapshot
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
or
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Outstanding at May 1, 2026
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Common Stock, $0.01 par value per share |
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6.375% Series A Mandatory Convertible Preferred Stock, $0.01 par value per share |
Table of Contents
BRUKER CORPORATION
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2026
Table of Contents
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Part I |
CONDENSED FINANCIAL INFORMATION |
3 |
Item 1: |
Unaudited Condensed Consolidated Financial Statements |
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Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026, and December 31, 2025 |
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Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026, and 2025 |
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Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026, and 2025 |
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Unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interests and Shareholders’ Equity for the three months ended March 31, 2026, and 2025 |
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Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026, and 2025 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2: |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3: |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 4: |
Controls and Procedures |
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Part II |
OTHER INFORMATION |
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Item 1: |
Legal Proceedings |
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Item 1A: |
Risk Factors |
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Item 2: |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 5: |
Other Information |
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Item 6: |
Exhibits |
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Signatures |
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2
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
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December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Total current assets |
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Property, plant and equipment, net |
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Goodwill and intangible assets, net |
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Other long-term assets |
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Total assets |
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$ |
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LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Current portion of long-term debt and finance lease obligations |
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Accounts payable |
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Current portion of deferred revenue and customer advances |
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Long-term debt |
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Other long-term liabilities |
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Redeemable noncontrolling interests |
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Total shareholders’ equity |
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Total liabilities, redeemable noncontrolling interests and shareholders’ equity |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
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Three Months Ended |
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2026 |
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2025 |
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Product revenue |
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$ |
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Service and other revenue |
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Total revenue |
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Cost of product revenue |
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Cost of service and other revenue |
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Total cost of revenue |
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Gross profit |
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Operating expenses: |
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Selling, general and administrative |
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Research and development |
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Other charges, net |
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Total operating expenses |
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Operating income |
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Interest and other income (expense), net |
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Income before income taxes, equity in (losses) income of |
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Income tax provision |
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Equity in (losses) income of unconsolidated investees, net of tax |
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Consolidated net income |
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Net income (loss) attributable to noncontrolling interests in |
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Net income attributable to Bruker Corporation |
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Dividends on Series A Mandatory Convertible Preferred Stock |
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Net income attributable to Bruker Corporation common shareholders |
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$ |
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$ |
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Net income per common share attributable to Bruker Corporation |
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Basic |
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Diluted |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Table of Contents
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
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Three Months Ended |
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2026 |
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2025 |
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Consolidated net income |
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$ |
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$ |
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Other comprehensive income: |
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Foreign currency translation: |
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Foreign currency translation (loss) gain before income taxes |
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Income tax (benefit) expense on foreign currency translation adjustments |
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Foreign currency translation (loss) gain after income taxes |
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Designated hedging instruments: |
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Gain (loss) on designated hedging instruments before income taxes |
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Income tax (benefit) expense related to designated hedging instruments |
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Gain (loss) on designated hedging instruments after income taxes |
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Other comprehensive income (loss), net of taxes |
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Total other comprehensive (loss) income |
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Total Comprehensive income |
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Less: Comprehensive income attributable to noncontrolling interests |
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Less: Comprehensive (loss) income attributable to redeemable noncontrolling |
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( |
) |
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Total Comprehensive income attributable to Bruker Corporation |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY
(in millions, except share data)
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Redeemable |
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Number of Series A Preferred |
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Preferred Stock |
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Number of Common |
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Common |
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Number of Treasury |
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Treasury |
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Additional |
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Retained |
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Accumulated |
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Total |
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Noncontrolling |
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Total |
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Balance at December 31, 2025 |
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$ |
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$ |
— |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock options exercised |
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— |
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— |
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— |
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— |
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Restricted stock units vested |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Employee stock purchase plan |
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— |
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Dividends to Series A Mandatory Convertible Preferred Stock |
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— |
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— |
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— |
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— |
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— |
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— |
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Dividends to common shareholders |
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Loan repayments from noncontrolling interest |
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— |
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Certain other acquisitions |
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Consolidated net income |
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Other comprehensive loss |
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Balance at March 31, 2026 |
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— |
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$ |
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Redeemable |
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Number of Common |
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Common |
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Number of Treasury |
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Treasury |
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Additional |
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Retained |
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Accumulated |
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Total |
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Balance at December 31, 2024 |
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Stock options exercised |
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Restricted stock units vested |
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Stock-based compensation |
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Employee stock purchase plan |
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Shares repurchased |
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Dividends to common shareholders |
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Proceeds from the sale of (distributions to) noncontrolling interests, net |
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Consolidated net income (loss) |
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( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other comprehensive loss |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at March 31, 2025 |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Table of Contents
BRUKER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Consolidated net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to cash flows from operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Other non-cash expenses, net |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities, net of acquisitions and divestitures: |
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
|
|
|
|
|
||
Inventories |
|
|
( |
) |
|
|
( |
) |
Other changes in operating assets and liabilities, net |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Cash paid for acquisitions, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
Other investing activities, net |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Repayments of revolving line of credit |
|
|
|
|
|
( |
) |
|
Proceeds from revolving line of credit |
|
|
|
|
|
|
||
Repayment of long-term debt |
|
|
( |
) |
|
|
( |
) |
Proceeds from long-term debt |
|
|
|
|
|
|
||
Payment of dividends to Series A Mandatory Convertible Preferred Shareholders |
|
|
( |
) |
|
|
|
|
Payment of dividends to common shareholders |
|
|
( |
) |
|
|
( |
) |
Repurchase of common stock |
|
|
|
|
|
( |
) |
|
Other financing activities, net |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
|
|
|
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for taxes |
|
$ |
|
|
$ |
|
||
Restricted cash period beginning balance |
|
$ |
|
|
$ |
|
||
Restricted cash period ending balance |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Contents
BRUKER CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
Bruker Corporation, together with its consolidated subsidiaries (“Bruker” or the “Company”), develops, manufactures, and distributes high-performance scientific instruments and analytical and diagnostic solutions that enable its customers to explore life and materials at microscopic, molecular, and cellular levels. Many of the Company’s products are used to detect, measure, and visualize structural characteristics of chemical, biological, and industrial material samples.
The Company has
Designs, manufactures, and distributes life science tools based on magnetic resonance technology and provides automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields. Revenues are generated by academic and government research customers, pharmaceutical and biotechnology companies, and nonprofit laboratories, as well as chemical, food and beverage, clinical, and other industrial companies.
Designs, manufactures, and distributes life science mass spectrometry, applied spectrometry and ion mobility spectrometry solutions, analytical and process analysis instruments, and solutions based on infrared and Raman molecular spectroscopy technologies. Provides systems and assays for molecular diagnostics (“MDx”), biomedical systems/specialty IVD and microbiology, and radiological/nuclear detectors for Chemical, Biological, Radiological, Nuclear and Explosive (“CBRNE”) detection. Revenues are generated from academic institutions and medical schools; pharmaceutical, biotechnology, and diagnostics companies; contract research organizations; nonprofit and for-profit forensics laboratories; agriculture, food, and beverage safety laboratories; environmental and clinical microbiology laboratories; hospitals and government departments and agencies.
Designs, manufactures, and distributes advanced X-ray instruments, atomic force microscopy instrumentation, advanced fluorescence optical microscopy instruments, analytical tools for electron microscopes and X-ray metrology, defect-detection equipment for semiconductor process control, handheld, portable and mobile X-ray fluorescence spectrometry instruments, spark optical emission spectroscopy systems, chip cytometry products and services for targeted spatial proteomics, multi-omic services, optofluidic and proteomic barcoding platforms, and products and services for spatial genomics research and spatial biology. Revenues are generated from academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies, and other businesses involved in materials research and life science research analysis.
Develops and manufactures superconducting and non-superconducting materials and devices for use in renewable energy, energy infrastructure, healthcare, and high energy physics research. The segment focuses on metallic low temperature superconductors for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research, and other applications. Revenues are generated from medical, clinical, pharmaceutical, and aerospace companies, as well as other businesses involved in materials research, fusion energy research, high energy physics, renewable energy, and environmental research. BEST also delivers extreme ultraviolet radiation (“EUV”/“XUV”) based technologies and solutions to world leading semiconductor companies and research labs.
The unaudited condensed consolidated financial statements represent the consolidated accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements as of March 31, 2026, and December 31, 2025, and for the three months ended March 31, 2026, and 2025, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the financial information presented herein does not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated balance sheet data as of December 31, 2025, was derived from our audited financial statements, but does not include all disclosures required by GAAP. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, that was filed with the SEC on February 27, 2026. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial
8
Table of Contents
position, results of operations, comprehensive income, and cash flows have been included. The results for interim periods are not necessarily indicative of the results expected for any other interim period or the full year.
At March 31, 2026, the Company’s significant accounting policies, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, have not changed.
In November 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2025-09 – Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This new guidance refines certain aspects of the hedge accounting guidance in ASC 815 to better align financial reporting with the economic effects of an entity's risk management activities and to address implementation issues identified since the hedge accounting guidance that was issued prior to this ASU. Specifically, the ASU provides improvements in the following five areas: (i) similar risk assessment of cash flow hedges, (ii) hedging forecasted interest payments on chose-your-rate debt instruments, (iii) cash flow hedges of nonfinancial forecasted transactions, (iv) net written options as hedging instruments, and (v) foreign currency-denominated debt instruments as a hedging instrument and hedged item. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06 – Intangibles, Goodwill, and other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This new guidance modernizes the accounting for internal-use software by removing references to prescriptive project stages and introducing a new capitalization threshold based on management’s commitment to funding and the probability of project completion. Entities are also required to evaluate significant development uncertainty before capitalizing costs. The Company early adopted the ASU effective as of January 1, 2026, prospectively. The adoption did not have a material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03 – Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.
During the three months ended March 31, 2026, and during the year ended December 31, 2025, the Company completed various acquisitions that collectively complemented the product offerings of the Company’s existing businesses.
The valuation methodology used to determine the fair value of the identifiable assets acquired and liabilities assumed, unless otherwise noted, is consistent with that described in Note 2, Summary of Significant Accounting Policies of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
9
Table of Contents
2026 Acquisitions
The following table presents the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2026 acquisitions (in millions):
Acquisition (Segment) |
|
Tofwerk |
|
Other |
|
Total |
|
|||
Consideration Transferred: |
|
|
|
|
|
|
|
|||
Cash paid |
|
$ |
|
$ |
|
$ |
|
|||
Cash acquired |
|
|
( |
) |
|
( |
) |
|
( |
) |
Fair value of deferred consideration |
|
|
|
|
|
|
|
|||
Fair value of previously held equity interest |
|
|
|
|
|
|
|
|||
Working capital and other closing adjustments |
|
|
|
|
( |
) |
|
( |
) |
|
Total consideration transferred, net of cash acquired |
|
$ |
|
$ |
|
$ |
|
|||
Allocation of Consideration Transferred: |
|
|
|
|
|
|
|
|||
Accounts receivable |
|
|
|
|
|
|
|
|||
Inventories |
|
|
|
|
|
|
|
|||
Other current assets |
|
|
|
|
|
|
|
|||
Property, plant and equipment |
|
|
|
|
|
|
|
|||
Other assets |
|
|
|
|
|
|
|
|||
Intangible assets: |
|
|
|
|
|
|
|
|||
Technology |
|
|
|
|
|
|
|
|||
Customer relationships |
|
|
|
|
|
|
|
|||
Trade name |
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
— |
|
|
|
||
Deferred taxes (net) |
|
|
( |
) |
|
( |
) |
|
( |
) |
Liabilities assumed |
|
|
( |
) |
|
( |
) |
|
( |
) |
Total consideration allocated |
|
$ |
|
$ |
|
$ |
|
|||
The table below summarizes information on the Tofwerk AG and its wholly owned subsidiaries (collectively “Tofwerk”) acquisition:
|
Tofwerk |
Acquisition date |
|
Activity of acquired business |
Developer and manufacturer of high-performance time-of-flight (“TOF”) mass spectrometers and related analytical instrumentation used across environmental analysis, industrial monitoring, semiconductor applications, and scientific research. Tofwerk’s modular TOF platform enables real-time, high-resolution detection and quantification of complex chemical compositions. This acquisition enhances Bruker’s mass spectrometry portfolio by expanding our capabilities in TOF based solutions and strengthens our position in advanced environmental, industrial, and research markets that benefit from high sensitivity, real time mass spectrometric analysis. |
Location |
Thun, Switzerland |
Percentage of voting equity interests acquired |
Remaining |
Business acquired |
Outstanding share capital of Tofwerk. |
On January 6, 2026, the Company acquired the remaining
10
Table of Contents
interest in Tofwerk was determined using the implied business economic value of the entity based on the terms of the acquisition of the additional
As a result of the transaction, the Company recognized
The most significant identifiable intangible asset acquired was technology. The fair value of the technology and customer relationships intangible assets was estimated using a multi-period excess earnings method. The fair value of the tradename intangible asset was estimated using a relief from royalty method.
|
|
Tofwerk |
Intangible Asset — Technology |
|
|
Intangible Asset — Customer relationships |
|
|
Intangible Asset — Tradename |
|
The estimated useful life for the acquired technology intangible assets for the other acquisitions as determined by the Company was
The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.
The Company recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available at the time of the issuance of these financial statements for the Tofwerk acquisition and other acquisitions that occurred in the first quarter of 2026. Accordingly, the values recognized are subject to change until the Company finalizes the allocation of consideration transferred during the measurement period, which is no later than one year from the acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates.
Results of operations for 2026 acquired businesses
Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through March 31, 2026, include revenues of $
Supplemental Pro Forma Information for 2026 acquired businesses (unaudited)
The consolidated results for the quarter ended March 31, 2026, would not be materially different had the Tofwerk acquisition been completed on January 1, 2026, instead of January 6, 2026. The other acquisition completed during the quarter ended March 31, 2026 was not material to the Company. As such, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included in the consolidated financial statements.
11
Table of Contents
2025 Acquisitions
The following table presents the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2025 acquisitions (in millions):
Acquisition (Segment) |
|
Recipe |
|
Other |
|
Total |
|
|||
Consideration Transferred: |
|
|
|
|
|
|
|
|||
Cash paid |
|
$ |
|
$ |
|
$ |
|
|||
Cash acquired |
|
|
( |
) |
|
( |
) |
|
( |
) |
Fair value of redeemable noncontrolling interest |
|
|
|
|
|
|
|
|||
Working capital and other closing adjustments |
|
|
|
|
|
|
|
|||
Total consideration transferred, net of cash acquired |
|
$ |
|
$ |
|
$ |
|
|||
Allocation of Consideration Transferred: |
|
|
|
|
|
|
|
|||
Accounts receivable |
|
$ |
|
$ |
|
$ |
|
|||
Inventories |
|
|
|
|
|
|
|
|||
Other current assets |
|
|
|
|
|
|
|
|||
Property, plant and equipment |
|
|
|
|
|
|
|
|||
Other assets |
|
|
|
|
|
|
|
|||
Intangible assets: |
|
|
|
|
|
|
|
|||
Technology |
|
|
|
|
|
|
|
|||
Customer relationships |
|
|
|
|
|
|
|
|||
Trade name |
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
|
|
|||
Deferred taxes (net) |
|
|
( |
) |
|
( |
) |
|
( |
) |
Liabilities assumed |
|
|
( |
) |
|
( |
) |
|
( |
) |
Total consideration allocated |
|
$ |
|
$ |
|
$ |
|
|||
12
Table of Contents
The table below summarizes information on the Recipe Chemicals + Instruments GmbH (“Recipe”) acquisition:
|
Recipe |
Acquisition date |
|
Activity of acquired business |
Provider of vendor-agnostic therapeutic drug monitoring (“TDM”) and other clinical in vitro diagnostic kits for Liquid chromatography-mass spectrometry systems utilizing triple-quadrupole time-of flight mass spectrometry (“LC-MS/MS”), High Performance Liquid Chromatography (“HPLC”), and Inductively Coupled Plasma Mass Spectrometry (“ICP-MS”) assays. This acquisition enhances Bruker's capabilities in small molecule clinical diagnostic assays with their existing kits, and ones to be developed, that can be used in our liquid chromatography triple-quadrupole mass spectrometers. |
Location |
Munich, Germany |
Acquired interest |
|
Business acquired |
Outstanding share capital of Recipe and Recipe’s interest in their majority owned subsidiary, WoBau GmbH (“WoBau”). |
Redeemable noncontrolling interest – other shareholders |
The Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining |
In the acquisitions above, customer relationships and technology intangible assets were the most significant identifiable assets acquired. The fair value of the assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology.
The following table presents estimated useful life for the acquired intangible assets related to the Recipe acquisition as determined by the Company:
|
|
Recipe |
Intangible Asset — Technology |
|
|
Intangible Asset — Customer relationships |
|
|
Intangible Asset — Tradename |
|
The amortization period for the intangible assets acquired for the Company’s other acquisitions is three to twelve years for the technology.
The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.
The Company has finalized its valuation of the assets acquired and liabilities assumed related to the acquisitions that occurred during the first half of 2025, within the measurement period, and no further material adjustments were made. For certain other acquisitions that occurred in the fourth quarter of 2025, the Company recorded the provisional determination of the fair value of the
13
Table of Contents
identifiable assets acquired and liabilities assumed based on the information available as of the time of the issuance of these financial statements. Accordingly, the values recognized are subject to change until the Company finalizes the allocation of consideration transferred during the measurement period, which is no later than one year from the acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates.
Results of operations for 2025 acquired businesses
Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through December 31, 2025, include revenues of $
Supplemental Pro Forma Information for 2025 acquired businesses (unaudited)
The consolidated results for the year ended December 31, 2025, would not be materially different had the 2025 acquisitions been completed on January 1, 2025. As such, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included in the consolidated financial statements.
2026
As of March 31, 2026, the aggregate amount of equity investments without readily determinable fair value using the measurement alternative was $
The Company acquired a minority equity interest in NovAliX in 2024 and concurrent with the transaction, the Company entered into an agreement with the remaining shareholders that provides the Company with the right to purchase, and the shareholders with the right to sell, the remaining ownership of NovAliX for cash at a contractually defined redemption value exercisable beginning in 2029 and ending in 2034 (the “put option liability”). The fair value of the put option liability was estimated to be $
Instrument |
Valuation Technique |
Unobservable Input |
Value |
Equity interest purchase option liability |
Discounted Cash Flow |
Revenue Risk Premium |
|
|
|
EBITDA Risk Premium |
Refer to Note 11, Interest and other income (expense), net, for information on impairment charges to write down the carrying value of a certain minority investment for the three months ended March 31, 2026.
2025
As of December 31, 2025, the aggregate amount of equity investments without a readily determinable fair value using the measurement alternative was $
Name |
|
Financial |
|
Date Acquired |
|
Total |
|
|
Cash |
|
||
Other minority investments |
|
Other long-term assets |
|
Various |
|
$ |
|
|
$ |
|
||
During the year ended December 31, 2025, the Company identified qualitative indicators of impairment for certain minority investments which are accounted for under the measurement alternative. Such qualitative indicators of impairment included an updated assessment of the investee’s remaining operating cash runway, the likelihood and ability to raise additional capital, and
14
Table of Contents
current business plans. The Company determined the fair value of these investments to be below their carrying amounts, as a result, the Company recorded impairment charges of $
Goodwill
The following table sets forth the changes in the carrying amount of goodwill (in millions):
|
|
|
|
|
Balance at December 31, 2025 |
|
$ |
|
|
Current period additions |
|
|
|
|
Current period adjustments |
|
|
|
|
Foreign currency effect |
|
|
( |
) |
Balance at March 31, 2026 |
|
$ |
|
|
The Company tests goodwill for impairment annually as of October 1 or more frequently if impairment indicators arise at the reporting unit level, which is the operating segment or one level below an operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required.
Subsequent to March 31, 2026, the Company completed the merger of the Bruker Spatial Biology division and the Bruker Cellular Analysis Business Unit, with Bruker Spatial Biology as the surviving division. This merger triggered an interim goodwill impairment test, and if there is any resulting impairment charge, it will be recorded in the second quarter of 2026.
Intangible Assets
The following is a summary of intangible assets (in millions):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net Carrying |
|
|
Gross |
|
|
Accumulated |
|
|
Net Carrying |
|
||||||
Existing technology and related patents |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Customer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Trade names |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
For the three months ended March 31, 2026, and 2025, the Company recorded amortization expense of $
On a quarterly basis, the Company reviews its intangible assets to determine if there have been any triggering events that could indicate an impairment. Impairment losses are recorded when indicators of impairment are present and the quoted market price, if available or the estimated fair value of those assets, are less than the assets’ carrying value, and are not recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Impairment costs are recorded in total cost of revenue and total operating expenses in the unaudited condensed consolidated statements of operations for the difference between the fair value and carrying value of the asset. During the three months ended March 31, 2026, the Company identified indicators of impairment due to the operating performance of certain asset groups and the decision to discontinue certain product lines due to restructurings plans as described in Note 10, Restructuring and Asset Impairments. In connection therewith, the Company determined that certain long-lived assets had net carrying values that were not recoverable and as result during the three months ended March 31, 2026, the Company recognized impairment charges of $
15
Table of Contents
The following table presents the Company’s revenue by end customer geography for the three months ended March 31, (in millions):
|
|
2026 |
|
|
2025 |
|
||
United States |
|
$ |
|
|
$ |
|
||
Germany |
|
|
|
|
|
|
||
Europe excluding Germany |
|
|
|
|
|
|
||
China |
|
|
|
|
|
|
||
Asia Pacific excluding China |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total revenue |
|
$ |
|
|
$ |
|
||
The following table presents revenue for the Company recognized at a point in time versus over time for the three months ended March 31, (in millions):
|
|
2026 |
|
|
2025 |
|
||
Revenue recognized at a point in time |
|
$ |
|
|
$ |
|
||
Revenue recognized over time |
|
|
|
|
|
|
||
Total revenue |
|
$ |
|
|
$ |
|
||
As of March 31, 2026, and December 31, 2025, the following balances were associated with revenue (in millions):
|
|
March 31, |
|
|
December 31, |
|
||
Contract assets |
|
$ |
|
|
$ |
|
||
Contract liabilities (a) |
|
|
|
|
|
|
||
Remaining performance obligations (b) |
|
$ |
|
|
$ |
|
||
The Company's CEO is the chief operating decision maker. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We exclude from segment expenses and segment operating income certain corporate-related expenses and certain transactions or adjustments, such as costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets, and costs associated with our global information technology transition initiatives. The Company's intersegment sales and transfers are accounted for at discounted market-based prices based on intersegment agreements.
16
Table of Contents
The following table presents segment results for the three months ended March 31, 2026, and 2025, (in millions):
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||||||||||||||||||||||||||||||||||
|
|
BSI BioSpin |
|
|
BSI CALID |
|
|
BSI NANO |
|
|
BEST |
|
|
Total |
|
|
BSI BioSpin |
|
|
BSI CALID |
|
|
BSI NANO |
|
|
BEST |
|
|
Total |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Intersegment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total segment revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of Total operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate, elimination and other (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||||||
Adjustments and reconciling items (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total consolidated operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||||||
17
Table of Contents
Refer to Note 6, Revenue for information on revenue by geographical area.
Total capital expenditures and depreciation and amortization by segment are as follows for the periods reported (in millions):
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Capital Expenditures: |
|
|
|
|
|
|
||
BSI BioSpin |
|
$ |
|
|
$ |
|
||
BSI CALID |
|
|
|
|
|
|
||
BSI NANO |
|
|
|
|
|
|
||
BEST |
|
|
|
|
|
|
||
Corporate |
|
|
|
|
|
|
||
Total capital expenditures |
|
$ |
|
|
$ |
|
||
Depreciation and Amortization: |
|
|
|
|
|
|
||
BSI BioSpin |
|
$ |
|
|
$ |
|
||
BSI CALID |
|
|
|
|
|
|
||
BSI NANO |
|
|
|
|
|
|
||
BEST |
|
|
|
|
|
|
||
Corporate |
|
|
|
|
|
|
||
Total depreciation and amortization |
|
$ |
|
|
$ |
|
||
Total assets by segment are as follows (in millions):
|
|
March 31, |
|
|
December 31, |
|
||
Assets: |
|
|
|
|
|
|
||
BSI BioSpin, BSI CALID, BSI NANO & Corporate |
|
$ |
|
|
$ |
|
||
BEST |
|
|
|
|
|
|
||
Eliminations and other (a) |
|
|
( |
) |
|
|
( |
) |
Total assets |
|
$ |
|
|
$ |
|
||
The Company is unable, without unreasonable effort or expense, to disclose the amount of total assets by the BSI BioSpin, BSI CALID and BSI NANO Segments as well as the Corporate function and further, the Company’s chief operating decision maker does not receive long-lived asset information individually by these reportable segments and Corporate.
18
Table of Contents
The following table sets forth the computation of basic and diluted weighted average shares outstanding and associated net income per common share attributable to Bruker Corporation common shareholders (in millions, except per share amounts):
|
|
Three Months Ended |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
Net income attributable to Bruker Corporation |
|
$ |
|
|
$ |
|
|
||
Dividends on Series A Mandatory Convertible Preferred Stock |
|
|
|
|
|
|
|
||
Net income attributable to Burker Corporation common shareholders |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
||
Weighted average common shares outstanding - basic |
|
|
|
|
|
|
|
||
Effect of dilutive securities: |
|
|
|
|
|
|
|
||
Stock options, restricted stock units, and employee stock purchase plan |
|
|
|
|
|
|
|
||
Series A Mandatory Convertible Preferred Stock |
|
|
|
|
|
|
|
||
Weighted average common shares outstanding - diluted |
|
|
|
|
|
|
|
||
Net income per common share attributable to Bruker Corporation |
|
|
|
|
|
|
|
||
Basic |
|
$ |
|
|
$ |
|
|
||
Diluted |
|
$ |
|
|
$ |
|
|
||
The methodology used to determine the earnings per common share attributable to Bruker Corporation common shareholders is consistent with that described in Note 2, Summary of Significant Accounting Policies of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
The following common share equivalents have been excluded from the computation of diluted weighted average common shares outstanding, as their effect would have been anti-dilutive (amounts in millions of shares):
|
|
Three Months Ended |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
Stock options, restricted stock units, and employee stock purchase plan |
|
|
|
|
|
|
|
||
Series A Mandatory Convertible Preferred Stock |
|
|
|
|
|
|
|
||
The components of other charges, net are as follows (in millions):
|
|
Three Months Ended |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
Acquisition-related expenses, net (a) |
|
$ |
|
|
$ |
|
|
||
Acquisition-related litigation charges |
|
|
|
|
|
|
|
||
Restructuring charges |
|
|
|
|
|
|
|
||
Long-lived asset impairment charges |
|
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
|
||
Other charges, net |
|
$ |
|
|
$ |
|
|
||
19
Table of Contents
10. Restructuring and Asset Impairments
The following table presents restructuring costs by segment as included within the Company’s unaudited condensed consolidated statements of operations (in millions):
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cost of revenues: |
|
|
|
|
|
|
||
BSI BioSpin |
|
$ |
|
|
$ |
|
||
BSI CALID |
|
|
( |
) |
|
|
|
|
BSI NANO |
|
|
|
|
|
|
||
Total Cost of revenues |
|
$ |
|
|
$ |
|
||
Other charges, net: |
|
|
|
|
|
|
||
BSI BioSpin |
|
$ |
|
|
$ |
|
||
BSI CALID |
|
|
|
|
|
|
||
BSI NANO |
|
|
|
|
|
|
||
Corporate |
|
|
|
|
|
|||
Total Other charges, net |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The following table sets forth the changes in restructuring reserves, excluding costs of $
|
|
Total |
|
|
Severance |
|
|
Exit Costs |
|
|
|||
Balance at December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
Restructuring charges |
|
|
|
|
|
|
|
|
|
|
|||
Cash payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Non-cash adjustments |
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency impact |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
Balance at March 31, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
Corporate wide restructuring plan: In the second quarter of 2025, the Company initiated a corporate-wide restructuring plan to be implemented across multiple functions and geographies to address macroeconomic conditions and uncertainties challenges, drive cost efficiencies and margin improvements, as well as to better align the Company’s product offerings (the “corporate-wide restructuring plan”). The corporate-wide restructuring plan includes a reduction in headcount, consolidation of leased facilities, and discontinuation of certain product offerings. The corporate-wide restructuring plan is expected to be completed during 2026.
20
Table of Contents
The following table summarizes the charges incurred in connection with the corporate-wide restructuring plan by reportable segment for the three months ended March 31, 2026 (amounts in millions):
BSI BioSpin |
|
|
|
|
Severance and termination charges |
|
$ |
|
|
Inventory product restructuring charges |
|
|
|
|
Other restructuring charges |
|
|
|
|
Total BSI BioSpin |
|
|
|
|
BSI CALID |
|
|
|
|
Severance and termination charges |
|
|
|
|
Inventory product restructuring charges |
|
|
( |
) |
Total BSI CALID |
|
|
|
|
BSI NANO |
|
|
|
|
Severance and termination charges |
|
|
( |
) |
Total BSI NANO |
|
|
( |
) |
Corporate |
|
|
|
|
Severance and termination charges |
|
|
|
|
Other restructuring charges |
|
|
|
|
Total Corporate |
|
|
|
|
Total Corporate wide restructuring charges (a) |
|
$ |
|
|
As of March 31, 2026, the Company expects to incur additional restructuring charges of $
BSI NANO restructuring plan: In the first quarter of 2026, the Company initiated a restructuring plan to be implemented in the BSI NANO segment to drive cost efficiencies and margin improvements primarily through the consolidation of certain divisions (the “BSI NANO restructuring plan”). The BSI NANO restructuring plan includes a reduction in headcount, merger of divisions within the segment, consolidation of leased facilities, and discontinuation of certain product offerings. The BSI NANO restructuring plan is expected to be completed during 2026.
The following table summarizes the charges incurred in connection with the BSI NANO restructuring plan for the three months ended March 31, 2026 (amounts in millions):
BSI NANO Restructuring Plan |
|
|
|
|
Severance and termination charges |
|
$ |
|
|
Inventory product restructuring charges |
|
|
|
|
Other restructuring charges |
|
|
|
|
Total BSI NANO (a) |
|
$ |
|
|
In connection with the BSI NANO restructuring plan, the BSI NANO segment deemed certain right of use (“ROU”) assets, fixed assets, and existing technology and related patents intangible assets’ carrying value to be lower than its fair value. As a result, the segment recorded impairment charges totaling $
21
Table of Contents
The components of interest and other income (expenses), net are as follows (in millions):
|
|
Three Months Ended |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
Interest income |
|
$ |
|
|
$ |
|
|
||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
Impairment of minority investments |
|
|
( |
) |
|
|
( |
) |
|
Exchange gains, net on foreign currency transactions |
|
|
|
|
|
|
|
||
Gain on remeasurement of previously held equity interest in Tofwerk |
|
|
|
|
|
|
|
||
Other income |
|
|
|
|
|
|
|
||
Interest and other income (expense), net |
|
$ |
|
|
$ |
( |
) |
|
|
The components of provision for income taxes are as follows (in millions):
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Income Tax Provision |
|
$ |
|
|
$ |
|
||
Effective Tax Rates (a) |
|
|
% |
|
|
% |
||
Penalties and Interest (recorded in provision for income taxes for unrecognized tax benefits) |
|
$ |
|
|
$ |
|
||
The table below summaries unrecognized tax benefits and accrued interest and penalties components (in millions):
|
|
March 31, |
|
|
December 31, |
|
||
Unrecognized Tax Benefits (a) |
|
$ |
|
|
$ |
|
||
Accrued Interest and Penalties (b) |
|
$ |
|
|
$ |
|
||
The Company files tax returns in the United States, which include federal, state and local jurisdictions, and many foreign jurisdictions with varying statutes of limitations. The Company considers Germany, the United States and Switzerland to be its significant tax jurisdictions. The majority of the Company’s earnings are derived in Germany and Switzerland. Accounting for the various federal and local taxing authorities, the statutory rates for 2026 are approximately
The Organization for Economic Co-operation and Development introduced its Pillar Two Framework Model Rules (“Pillar 2”), which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the three months ended March 31, 2026 reflects currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance did not have a material impact on our income tax provision for the three months ended March 31, 2026. The Company continues to monitor the countries in which it operates as they enact legislation implementing Pillar 2.
22
Table of Contents
Inventories consisted of the following (in millions):
|
|
March 31, |
|
|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Demonstration units |
|
|
|
|
|
|
||
Total Inventories |
|
$ |
|
|
$ |
|
||
Finished goods include in-transit systems shipped to the Company’s customers for which control has not passed on to the customers. As of March 31, 2026, and December 31, 2025, the value of finished goods inventory-in-transit was $
Other current assets consisted of the following (in millions):
|
|
March 31, |
|
|
December 31, |
|
||
Unbilled receivables |
|
$ |
|
|
$ |
|
||
Income and other taxes receivable (note 12) |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Deposits with vendors |
|
|
|
|
|
|
||
Lease receivable |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Other current assets |
|
$ |
|
|
$ |
|
||
23
Table of Contents
The Company’s debt obligations consist of the following (in millions):
|
|
March 31, |
|
|
December 31, |
|
||
2024 term loan agreements (a): |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
Note Purchase Agreements (NPA – Senior notes) (b): |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
CHF |
|
|
|
|
|
|
||
EUR |
|
|
|
|
|
|
||
Other loans |
|
|
|
|
|
|
||
Unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Total notes and loans outstanding |
|
$ |
|
|
$ |
|
||
Finance lease obligations |
|
|
|
|
|
|
||
Total debt |
|
$ |
|
|
$ |
|
||
Current portion of long-term debt and finance lease obligations |
|
|
( |
) |
|
|
( |
) |
Total long-term debt, less current portion |
|
$ |
|
|
$ |
|
||
24
Table of Contents
Significant borrowings and repayments:
|
|
March 31, |
|
|
March 31, |
|
||
Proceeds from revolving lines of credit: |
|
|
|
|
|
|
||
2024 Amended and Restated Credit Agreement |
|
$ |
|
|
$ |
|
||
Proceeds from revolving lines of credit - Total |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Repayments of revolving lines of credit: |
|
|
|
|
|
|
||
2024 Amended and Restated Credit Agreement |
|
$ |
|
|
$ |
( |
) |
|
Repayments of revolving lines of credit - Total |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
||
Proceeds from long-term debt: |
|
|
|
|
|
|
||
Other |
|
$ |
|
|
$ |
|
||
Proceeds from long-term debt - Total |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Repayment of long-term debt: |
|
|
|
|
|
|
||
USD notes under the 2019 Term Loan Agreement |
|
$ |
|
|
$ |
( |
) |
|
CHF notes under the 2024 Term Loan Agreement |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
( |
) |
Repayment of long-term debt - Total |
|
$ |
( |
) |
|
$ |
( |
) |
Revolving Credit Facility:
As of March 31, 2026, the maximum commitments and net amounts available under (i) the 2024 Revolving Credit Agreement and (ii) other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand are as follows (dollars in millions):
|
|
Weighted |
|
Total Amount |
|
|
Outstanding |
|
|
Outstanding |
|
|
Total |
|
||||
2024 Amended and Restated Credit |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Bank guarantees and working capital line |
|
varies |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total revolving lines of credit |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of March 31, 2026, the Company was in compliance with the financial covenants of all debt agreements.
25
Table of Contents
The Company measures the following financial assets and liabilities at fair value on a recurring basis.
March 31, 2026 |
|
Total |
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency contracts |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total assets recorded at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration (note 18) |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Hybrid instruments liabilities (note 19) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Interest rate and cross-currency swap agreements (note 17) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Forward currency contracts |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Equity interest purchase option liability (a) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total liabilities recorded at fair value |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
December 31, 2025 |
|
Total |
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency contracts |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total assets recorded at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration (note 18) |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Hybrid instruments liabilities (note 19) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Interest rate and cross-currency swap agreements (note 17) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Forward currency contracts |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Equity interest purchase option liability (a) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total liabilities recorded at fair value |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Refer to Note 2, Summary of Significant Accounting Policies to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for further information on the risks and valuation methodology used for assets and liabilities measured or disclosed at fair value.
26
Table of Contents
The Company's major exposure relates to foreign exchange rate risk. The Company’s exposure to foreign exchange rate risk includes exchange risk as a result of non-U.S. operations having functional currencies other than the U.S. Dollar, which is managed by cross-currency swap agreements and long-term debt designated as net investment hedges. As of March 31, 2026, the Company had several cross-currency swap agreements that qualify for hedge accounting with a notional value of $
In addition, the Company has foreign currency exposure at a transaction level, and this is addressed by forward currency contracts for significant exposures, which have not been designated as accounting hedges.
The following table presents the Company's notional amounts outstanding under foreign exchange contracts, cross-currency interest rate swap agreements, and long-term debt designated as net investment hedges, as well as the respective fair value of the instruments (in millions):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
|
Notional (in USD) |
|
|
Fair Value |
|
|
Notional (in USD) |
|
|
Fair Value |
|
||||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate cross-currency swap agreements |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current liabilities |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total derivatives designated as hedging instruments |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other current liabilities |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total derivatives not designated as hedging instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivatives |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
The following is a summary of the gain (loss) included in Interest and other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive income related to the derivative instruments described above (in millions):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
||
Forward currency contracts |
|
$ |
|
|
$ |
|
||
Embedded derivatives in purchase and delivery contracts |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Derivatives designated as cash flow hedging instruments |
|
|
|
|
|
|
||
Interest rate cross-currency swap agreements |
|
$ |
|
|
$ |
|
||
Derivatives designated as net investment hedging instruments |
|
|
|
|
|
|
||
Interest rate cross-currency swap agreements |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
27
Table of Contents
The following is a summary of the gain (loss) included in Accumulated other comprehensive income, net of tax in the unaudited condensed consolidated statements of operations and comprehensive income related to the derivative instruments described above (in millions):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Derivatives designated as cash flow hedging instruments |
|
|
|
|
|
|
||
Interest rate cross-currency swap agreements |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
( |
) |
|
Derivatives designated as net investment hedging instruments |
|
|
|
|
|
|
||
Interest rate cross-currency swap agreements |
|
$ |
|
|
$ |
( |
) |
|
Long-term debt |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
Total |
|
$ |
|
|
$ |
( |
) |
|
The Company's exposure to interest rate risk related primarily to outstanding variable rate debt under the U.S. Dollar denominated 2019 Term Loan and adverse movements in the related market rates. This exposure was managed as part of an interest rate swap which involved us paying fixed, receiving floating. The interest rate swap agreement was terminated during the third quarter of 2025 following the repayment of the 2019 Term Loan.
18. Contingent Consideration:
The following table sets forth the changes in contingent consideration liabilities (in millions):
|
|
|
|
|
Balance at December 31, 2025 |
|
$ |
|
|
Current period additions |
|
|
|
|
Current period adjustments |
|
|
|
|
Current period settlements |
|
|
|
|
Foreign currency effect |
|
|
( |
) |
Balance at March 31, 2026 |
|
$ |
|
|
Changes in fair value subsequent to acquisition are recognized in Acquisition-related expenses, net included in Other charges, net, in the unaudited condensed consolidated statements of operations. Contingent consideration payments in excess of the acquisition date fair value are included in net cash provided by operating activities, and the original acquisition date values are included in net cash provided by (used in) financing activities in the unaudited condensed consolidated statements of cash flows. The contingent consideration is categorized as Level 3 in the fair value hierarchy and changes in fair value subsequent to acquisition are recognized in earnings. The carrying value and changes in fair value subsequent to acquisition recognized for contingent consideration are not material to the Company’s financial condition or result of operations, therefore additional disclosures regarding the significant unobservable inputs and sensitivity analysis have been omitted. Refer to Note 2, Summary of Significant Accounting Policies of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, for more information on the Company’s policy on contingent consideration.
28
Table of Contents
19. Hybrid Instruments Liabilities:
Related to certain other majority owned acquisitions, the Company has entered into agreements with the noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell the remaining ownerships for cash at contractually defined redemption values. Refer to Note 2, Summary of Significant Accounting Policies of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, for more information on the Company’s policy on hybrid instruments liabilities.
The following table sets forth the changes in hybrid instruments liability (in millions):
|
|
|
|
|
Balance at December 31, 2025 |
|
$ |
|
|
Acquisitions |
|
|
|
|
Current period adjustments |
|
|
|
|
Current period settlements |
|
|
|
|
Foreign currency effect |
|
|
|
|
Balance at March 31, 2026 |
|
$ |
|
|
The Level 3 fair value measurements of our hybrid instrument liabilities include the following significant unobservable inputs for the three months ended March 31, 2026:
Hybrid Instrument Liabilities |
Valuation Technique |
Unobservable Input |
Value |
Put / Call Options |
Option Pricing Model |
Revenue Risk Premium |
|
|
|
EBITDA Risk Premium |
The Company’s product offerings include technologies and related intellectual property rights that are either developed or acquired. Such technologies and rights, particularly patents, are a significant part of ongoing product development and differentiation. Lawsuits, claims, and proceedings of a nature that claim infringement of patents or patent licenses owned by others are considered normal to the business and may be pending from time to time against the Company. Intellectual property litigation is inherently complex and unpredictable. Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify.
Loss contingency provisions are recorded if the potential loss from any claim, asserted or unasserted, or legal proceeding related to patents, products, and other matters, is considered probable and the amount can be reasonably estimated, or a range of loss can be determined. If the estimate of a probable loss is a range and no amount within the range is more likely, management’s best estimate is represented by the minimum amount of the range. If a material loss is not reasonably estimable, but is considered probable, or a material loss is reasonably possible, but not probable, disclosure would be provided below. The outcome of any of these proceedings cannot be accurately predicted, and the ultimate resolution of any of these existing matters, net of amounts accrued in the Company's balance sheet, may have a material adverse effect on the Company's business or financial condition.
Third parties might allege that the Company or its collaborators are infringing their patent rights or that the Company is otherwise violating their intellectual property rights. An adverse outcome in any of these proceedings could result in one or more of the following and have a material impact on our business or consolidated results of operations and financial position: (i) loss of patent protection; (ii) inability to continue to engage in certain activities; (iii) payment of significant damages, royalties, penalties, and/or license fees to third parties; and, (iv) with respect to products acquired through acquisitions accounted for as business combinations, potentially significant intangible asset impairment charges.
At March 31, 2026, and December 31, 2025, the accrual for several unresolved legal matters that are probable and estimable was $
In December 2025, the Company entered into a settlement and patent license agreement with AbCellera Biologics Inc. (“AbCellera”) and The University of British Columbia (“UBC”) resolving a previous patent litigation matter. The settlement included an agreement by the Company to pay $
29
Table of Contents
applicable patents. As of March 31, 2026, the remaining unpaid portion of the settlement liability was $
At March 31, 2026, the Company had
Mandatory Convertible Preferred Stock
As of March 31, 2026, the Company had
If a “fundamental change” as defined in the Certificate of Designations, occurs on or prior to September 1, 2028, then holders of the Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their shares (but in no event in increments of less than one share of the Mandatory Convertible Preferred Stock), into shares of the Company’s common stock at the fundamental change conversion rate, as defined in the Certificate of Designations, for a specified period of time, and also to receive an amount to compensate such holders for unpaid accumulated dividends and any remaining future scheduled dividend payments.
Share Repurchase Program
In May 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authorizing the purchase of up to $
30
Table of Contents
Stock-Based Compensation
The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of operations and comprehensive income (in millions):
|
|
Three Months Ended |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
Stock options |
|
$ |
|
|
$ |
|
|
||
Restricted stock units |
|
|
|
|
|
|
|
||
Employee Stock Purchase Plan |
|
|
|
|
|
|
|
||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
||
|
|
Three Months Ended |
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
||
Cost of product revenue |
|
$ |
|
|
$ |
|
|
||
Selling, general and administrative |
|
|
|
|
|
|
|
||
Research and development |
|
|
|
|
|
|
|
||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
||
In addition to the awards above, the Company recorded stock-based compensation expense within other charges, net of $
31
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and the notes to those statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, and in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The dollar amounts listed in the tables presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations are in millions of U.S. Dollars.
Any statements other than statements of historical fact contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Quarterly Report on Form 10-Q may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “seek,” “may,” “will,” “intend,” “estimate,” “should” and similar expressions are intended to identify forward-looking statements.
Forward-looking statements include, but are not limited to, statements regarding:
Actual results may differ from those referred to in any forward-looking statements due to a number of factors, including, but not limited to, the risks described in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.
We can experience quarter-to-quarter fluctuations in our operating results as a result of various factors, some of which are outside our control. The aforementioned various factors include:
32
Table of Contents
Several of these factors have in the past affected and may continue to affect the amount and timing of revenue recognized on sales of our products and receipt of related payments and will likely continue to do so in the future. Accordingly, our operating results in any particular quarter may not necessarily be an indication of any future quarter’s operating performance.
OVERVIEW
We are a developer, manufacturer and distributor of high-performance scientific instruments and analytical and diagnostic solutions that enable our customers to explore life and materials at microscopic, molecular and cellular levels. Our corporate headquarters are located in Billerica, Massachusetts. We maintain major research and development and manufacturing centers in Europe, Asia and North America and we have commercial offices located throughout the world. Bruker is organized into four reportable segments: the Bruker Scientific Instruments (“BSI”) BioSpin Segment, the BSI CALID Segment, the BSI NANO Segment, and the Bruker Energy & Supercon Technologies (“BEST”) Segment.
Consolidated Results
The following table presents a summary of our consolidated results as of the three months ended March 31, 2026, and 2025 (dollars in millions):
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
GAAP Financial Measures: |
|
|
|
|
|
|
||
Revenue |
|
$ |
823.4 |
|
|
$ |
801.4 |
|
Revenue year-on-year growth rate |
|
|
2.7 |
% |
|
|
11.0 |
% |
Gross Profit |
|
$ |
379.8 |
|
|
$ |
391.2 |
|
Gross Profit Margin |
|
|
46.1 |
% |
|
|
48.8 |
% |
Operating Income |
|
$ |
10.2 |
|
|
$ |
31.8 |
|
Operating Income Margin |
|
|
1.2 |
% |
|
|
4.0 |
% |
Net cash provided by operating activities |
|
$ |
71.2 |
|
|
$ |
65.0 |
|
Non-GAAP Financial Measures (see “Non-GAAP Measures” below): |
|
|
|
|
|
|
||
Non-GAAP Constant-exchange rate (“CER”) currency revenue |
|
$ |
786.8 |
|
|
$ |
811.8 |
|
Non-GAAP Constant-exchange rate (“CER”) currency revenue year-on-year (decrease) growth rate |
|
|
(1.8 |
)% |
|
|
12.5 |
% |
Non-GAAP Organic Revenue |
|
$ |
766.0 |
|
|
$ |
742.6 |
|
Non-GAAP Organic Revenue year-on-year (decrease) growth rate compared to prior year revenue |
|
|
(4.4 |
)% |
|
|
2.9 |
% |
Non-GAAP Gross Profit |
|
$ |
411.8 |
|
|
$ |
410.9 |
|
Non-GAAP Gross Profit Margin |
|
|
50.0 |
% |
|
|
51.3 |
% |
Non-GAAP Operating Income |
|
$ |
84.2 |
|
|
$ |
101.7 |
|
Non-GAAP Operating Income Margin |
|
|
10.2 |
% |
|
|
12.7 |
% |
Non-GAAP Free Cash Flow |
|
$ |
47.0 |
|
|
$ |
39.0 |
|
Discussion of GAAP financial measures follows in the Results of Operations paragraphs.
33
Table of Contents
Non-GAAP Financial Measures
Uses and definitions:
Although our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP, we believe that describing revenue excluding the effects of foreign currency, and expenses excluding costs related to restructuring actions, impairment costs, acquisitions, integration and IT transformation expenses, amortization of acquired intangible assets, and other costs (“non-GAAP adjustments”), provides meaningful supplemental information regarding our performance but should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. We rely internally on certain measures that are not calculated according to GAAP. These measures include non-GAAP constant exchange rate (“CER”) currency revenue growth, non-GAAP organic revenue growth, non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating margin, and non-GAAP free cash flow.
Our management believes that these financial measures provide relevant and useful information that is widely used by equity analysts, investors, and competitors in our industry, as well as by our management, in assessing both consolidated and business unit performance and are useful measures to evaluate our continuing business. Additionally, management believes free cash flow is a useful measure to evaluate our business as it indicates the amount of cash generated after additions to property, plant, and equipment which is available for, among other things, investments in our business, acquisitions, share repurchases, dividends, and repayment of debt.
We regularly use these non-GAAP financial measures internally to understand, manage, and evaluate our business results and make operating decisions. We also measure our employees and compensate them, in part, based on such non-GAAP measures and use this information for our planning and forecasting activities. These measures may also be useful to investors in evaluating the underlying operating performance of our business. The presentation of these non-GAAP financial measures is not intended to be a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and it may be different from non-GAAP financial measures used by other companies and therefore may not be comparable among companies.
We define our non-GAAP financial measures as follows:
Reconciliations of GAAP to Non-GAAP financial measures:
GAAP revenue to non-GAAP CER currency and non-GAAP organic revenue:
|
|
Three Months Ended |
|
||||||||
|
|
2026 |
|
|
yoy growth (decline) (a) |
|
|
2025 |
|
||
GAAP revenue |
|
$ |
823.4 |
|
|
2.7% |
|
|
$ |
801.4 |
|
Effect of changes in foreign currency translation rates |
|
|
36.6 |
|
|
|
|
|
|
(10.4 |
) |
Non-GAAP CER currency revenue |
|
$ |
786.8 |
|
|
(1.8)% |
|
|
$ |
811.8 |
|
Acquisitions |
|
|
20.8 |
|
|
|
|
|
|
69.2 |
|
Non-GAAP Organic revenue |
|
$ |
766.0 |
|
|
(4.4)% |
|
|
$ |
742.6 |
|
34
Table of Contents
The non-GAAP CER revenue decline during the three months ended March 31, 2026, was driven primarily by weaker demand in the academic and government research and industrial markets for our analytical instruments, partially offset by higher revenue from semiconductor and hospital and clinical markets as well as the current year impact of recent acquisitions.
GAAP gross profit and gross profit margin to non-GAAP gross profit and gross profit margin:
|
|
Three Months Ended |
|
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
||||||||||
Gross profit |
|
$ |
379.8 |
|
|
|
46.1 |
% |
|
$ |
391.2 |
|
|
|
48.8 |
% |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring costs |
|
|
9.5 |
|
|
|
1.2 |
% |
|
|
2.6 |
|
|
|
0.3 |
% |
|
Acquisition-related costs |
|
|
3.4 |
|
|
|
0.4 |
% |
|
|
2.3 |
|
|
|
0.3 |
% |
|
Purchased intangible amortization |
|
|
16.7 |
|
|
|
2.0 |
% |
|
|
14.0 |
|
|
|
1.7 |
% |
|
Intangible assets impairment charges |
|
|
0.7 |
|
|
|
0.1 |
% |
|
|
— |
|
|
|
— |
|
|
Lease and fixed asset impairment charges |
|
|
1.8 |
|
|
|
0.2 |
% |
|
|
0.2 |
|
|
|
— |
|
|
Other costs |
|
|
(0.1 |
) |
|
|
— |
|
|
|
0.6 |
|
|
|
0.2 |
% |
|
Non-GAAP gross profit |
|
$ |
411.8 |
|
|
|
50.0 |
% |
|
$ |
410.9 |
|
|
|
51.3 |
% |
|
Non-GAAP gross profit remained relatively flat compared to the comparable period in the prior year as positive results of cost savings initiatives were offset by foreign exchange headwinds from a declining U.S. Dollar, lower revenue volume, and unfavorable sales mix.
GAAP operating income and operating margin to non-GAAP operating income and operating margin:
|
|
Three Months Ended |
|
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
||||||||||
Operating income |
|
$ |
10.2 |
|
|
|
1.2 |
% |
|
$ |
31.8 |
|
|
|
4.0 |
% |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring costs |
|
|
17.8 |
|
|
|
2.2 |
% |
|
|
10.2 |
|
|
|
1.3 |
% |
|
Acquisition-related costs |
|
|
7.5 |
|
|
|
0.9 |
% |
|
|
8.6 |
|
|
|
1.1 |
% |
|
Purchased intangible amortization |
|
|
32.5 |
|
|
|
3.9 |
% |
|
|
27.3 |
|
|
|
3.4 |
% |
|
Acquisition-related litigation charges |
|
|
— |
|
|
|
— |
|
|
|
18.6 |
|
|
|
2.3 |
% |
|
Intangible assets impairment charges |
|
|
2.7 |
|
|
|
0.3 |
% |
|
|
0.3 |
|
|
|
— |
|
|
Lease and fixed asset impairment charges |
|
|
12.7 |
|
|
|
1.5 |
% |
|
|
0.6 |
|
|
|
0.1 |
% |
|
Other costs |
|
|
0.8 |
|
|
|
0.2 |
% |
|
|
4.3 |
|
|
|
0.5 |
% |
|
Non-GAAP operating income |
|
$ |
84.2 |
|
|
|
10.2 |
% |
|
$ |
101.7 |
|
|
|
12.7 |
% |
|
The decrease in our non-GAAP operating margins during the three months ended March 31, 2026, was driven primarily by foreign exchange headwinds from a declining U.S. Dollar, lower revenue volume, and unfavorable revenue mix, partially offset by cost savings initiatives.
GAAP Net operating cash flow to non-GAAP Free cash flow:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
|
$ |
71.2 |
|
|
$ |
65.0 |
|
Less: purchases of property, plant and equipment |
|
|
(24.2 |
) |
|
|
(26.0 |
) |
Non-GAAP free cash flow |
|
$ |
47.0 |
|
|
$ |
39.0 |
|
For the three months ended March 31, 2026, our free cash flow increased by $8.0 million compared to the same period in 2025, driven by higher operating cashflow and lower capital expenditures.
35
Table of Contents
RESULTS OF OPERATIONS
Three Months Ended March 31, 2026, compared to the Three Months Ended March 31, 2025.
Consolidated Results
The following table presents our results for the periods reported:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Dollar |
|
|
Percentage |
|
||||
Product revenue |
|
$ |
646.4 |
|
|
$ |
643.3 |
|
|
$ |
3.1 |
|
|
|
0.5 |
% |
Service and other revenue |
|
|
177.0 |
|
|
|
158.1 |
|
|
|
18.9 |
|
|
|
12.0 |
% |
Total revenue |
|
|
823.4 |
|
|
|
801.4 |
|
|
|
22.0 |
|
|
|
2.7 |
% |
Cost of product revenue |
|
|
347.6 |
|
|
|
322.3 |
|
|
|
25.3 |
|
|
|
7.8 |
% |
Cost of service and other revenue |
|
|
96.0 |
|
|
|
87.9 |
|
|
|
8.1 |
|
|
|
9.2 |
% |
Total cost of revenue |
|
|
443.6 |
|
|
|
410.2 |
|
|
|
33.4 |
|
|
|
8.1 |
% |
Gross profit |
|
|
379.8 |
|
|
|
391.2 |
|
|
|
(11.4 |
) |
|
|
(2.9 |
)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative |
|
|
242.1 |
|
|
|
225.4 |
|
|
|
16.7 |
|
|
|
7.4 |
% |
Research and development |
|
|
101.3 |
|
|
|
97.1 |
|
|
|
4.2 |
|
|
|
4.3 |
% |
Other charges, net |
|
|
26.2 |
|
|
|
36.9 |
|
|
|
(10.7 |
) |
|
|
(29.0 |
)% |
Total operating expenses |
|
|
369.6 |
|
|
|
359.4 |
|
|
|
10.2 |
|
|
|
2.8 |
% |
Operating income |
|
|
10.2 |
|
|
|
31.8 |
|
|
|
(21.6 |
) |
|
|
(67.9 |
)% |
Interest and other income (expense), net |
|
|
11.7 |
|
|
|
(6.7 |
) |
|
|
18.4 |
|
|
|
(274.6 |
)% |
Income before income taxes, equity in (losses) income of |
|
|
21.9 |
|
|
|
25.1 |
|
|
|
(3.2 |
) |
|
|
(12.7 |
)% |
Income tax provision |
|
|
2.5 |
|
|
|
8.7 |
|
|
|
(6.2 |
) |
|
|
(71.3 |
)% |
Equity in (losses) income of unconsolidated investees, net of tax |
|
|
(3.7 |
) |
|
|
0.4 |
|
|
|
(4.1 |
) |
|
|
(1025.0 |
)% |
Consolidated net income |
|
|
15.7 |
|
|
|
16.8 |
|
|
|
(1.1 |
) |
|
|
(6.5 |
)% |
Net income (loss) attributable to noncontrolling interests in |
|
|
1.3 |
|
|
|
(0.6 |
) |
|
|
1.9 |
|
|
|
(316.7 |
)% |
Net income attributable to Bruker Corporation |
|
|
14.4 |
|
|
|
17.4 |
|
|
|
(3.0 |
) |
|
|
(17.2 |
)% |
Dividends on Series A Mandatory Convertible Preferred Stock |
|
|
10.9 |
|
|
|
— |
|
|
|
10.9 |
|
|
|
100.0 |
% |
Net income attributable to Bruker Corporation common shareholders |
|
$ |
3.5 |
|
|
$ |
17.4 |
|
|
$ |
(13.9 |
) |
|
|
(79.9 |
)% |
Revenue
The following table presents revenue, change in revenue, and revenue growth by reportable segment for the periods reported:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Dollar |
|
|
Percentage |
|
||||
BSI BioSpin |
|
$ |
197.5 |
|
|
$ |
207.8 |
|
|
$ |
(10.3 |
) |
|
|
(5.0 |
)% |
BSI CALID |
|
|
316.3 |
|
|
|
280.1 |
|
|
|
36.2 |
|
|
|
12.9 |
% |
BSI NANO |
|
|
246.0 |
|
|
|
256.6 |
|
|
|
(10.6 |
) |
|
|
(4.1 |
)% |
BEST |
|
|
66.8 |
|
|
|
59.3 |
|
|
|
7.5 |
|
|
|
12.6 |
% |
Eliminations (a) |
|
|
(3.2 |
) |
|
|
(2.4 |
) |
|
|
(0.8 |
) |
|
|
|
|
Total revenue |
|
$ |
823.4 |
|
|
$ |
801.4 |
|
|
$ |
22.0 |
|
|
|
2.7 |
% |
The overall revenue increase during the three months ended March 31, 2026, was driven mostly by foreign exchange tailwinds from a declining U.S. Dollar and the impact of recent acquisitions within the BSI CALID segment. The BSI BioSpin Segment decrease in revenue was primarily driven by weaker demand in the academic and government research market and GHz-class NMR system sales activity, with one GHz-class NMR system sold in Q1 2025 as compared to none in Q1 2026, partially offset by growth
36
Table of Contents
from Pre-Clinical Imaging, services, and software. The BSI CALID Segment revenue increase was driven by the impact of recent acquisitions, including Tofwerk AG (“Tofwerk”), as well as increased volumes from the Optics division and their applied market Security Detection business. BSI Nano Segment revenue decline was driven by weaker demand in the academic and government research and industrial markets for our analytical instruments partially offset by higher revenue from the semiconductor market. The BEST revenue increase was driven mainly by the low temperature superconductor business and higher revenue from the magnetic resonance imaging market.
Geographically during the three months ended March 31, 2026, compared to the same period in 2025, our North American revenue decreased by 0.2% and European revenue increased by 12.8%, while Asia Pacific revenue decreased by 10.3% mostly driven by China.
Gross Profit
The following table presents gross profit and gross profit margins (“GPM”) by reportable segment for the periods reported:
|
|
Three Months Ended |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Gross Profit |
|
|
GPM by Segment |
|
|
Gross Profit |
|
|
GPM by Segment |
|
||||
BSI BioSpin |
|
$ |
88.9 |
|
|
|
45.0 |
% |
|
$ |
93.7 |
|
|
|
45.1 |
% |
BSI CALID |
|
|
167.7 |
|
|
|
53.0 |
% |
|
|
153.3 |
|
|
|
54.7 |
% |
BSI NANO |
|
|
109.1 |
|
|
|
44.3 |
% |
|
|
131.4 |
|
|
|
51.2 |
% |
BEST |
|
|
14.1 |
|
|
|
21.1 |
% |
|
|
12.8 |
|
|
|
21.6 |
% |
Total gross profit |
|
$ |
379.8 |
|
|
|
46.1 |
% |
|
$ |
391.2 |
|
|
|
48.8 |
% |
The decrease in total gross profit and gross profit margin during the three months ended March 31, 2026, was driven primarily by foreign exchange headwinds from a declining U.S. Dollar, lower revenue volume, and unfavorable revenue mix, partially offset by cost savings initiatives.
Selling, General and Administrative
Our selling, general and administrative expenses for the three months ended March 31, 2026, increased to 29.4% of total revenue, from 28.1% of total revenue for the comparable period in 2025. The increase as a percentage of revenue was primarily due to decline of CER and Organic revenue, increased costs associated with foreign exchange headwinds from a declining U.S. Dollar, partially offset by the impact of cost savings initiatives.
Research and Development
Our research and development expenses for the three months ended March 31, 2026, increased to 12.3% of total revenue from 12.1% of total revenue for the comparable period in 2025. We commit substantial resources, efforts, and capital to internal and collaborative research and development projects in order to provide innovative products and solutions to our customers. Additionally, we have been able to gain access to research and development capabilities through acquisitions, acquiring the intellectual property, technology, and expertise of the acquired companies. The increase in research and development costs as a percentage of revenue was primarily a result of increased costs associated with foreign exchange headwinds.
Other Charges, Net
Other charges, net for the three months ended March 31, 2026, decreased to $26.2 million compared to $36.9 million for the comparable period in 2025. The year over year decrease was primarily due to the acquisition-related litigation charges of $18.6 million in 2025 with no comparable charges in 2026, offset by an increase in long-lived asset impairment charges of $12.2 million as a result of the restructuring programs described in Note 10, Restructuring and Asset Impairments. Refer to Note 9, Other Charges, Net for more details on our other charges, net costs.
37
Table of Contents
Operating Income
The following table presents operating income and operating margins (“OM”) by reportable segment for the periods reported:
|
|
Three Months Ended |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Operating |
|
|
OM by Segment |
|
|
Operating |
|
|
OM by Segment |
|
||||
BSI BioSpin |
|
$ |
16.0 |
|
|
|
8.1 |
% |
|
$ |
23.7 |
|
|
|
11.4 |
% |
BSI CALID |
|
|
40.7 |
|
|
|
12.9 |
% |
|
|
40.2 |
|
|
|
14.4 |
% |
BSI NANO |
|
|
(21.8 |
) |
|
|
(8.9 |
)% |
|
|
(7.0 |
) |
|
|
(2.7 |
)% |
BEST |
|
|
7.5 |
|
|
|
11.2 |
% |
|
|
6.9 |
|
|
|
11.6 |
% |
Corporate, eliminations and other (a) |
|
|
(32.2 |
) |
|
|
|
|
|
(32.0 |
) |
|
|
|
||
Total operating income |
|
$ |
10.2 |
|
|
|
1.2 |
% |
|
$ |
31.8 |
|
|
|
4.0 |
% |
The decrease in total operating income and operating income margin was primarily due to unfavorable revenue mix which negatively impacted gross margins, increased restructuring costs and impairment charges, and foreign exchange headwinds from a declining U.S. Dollar. In August 2025, we announced a cost savings initiative aimed at reducing annualized costs by approximately $100 million to $120 million by the end of 2026. This cost savings initiative was implemented with the intention to improve operating income and operating margins on a company-wide basis. The reductions affect all parts of our business including supply chain, manufacturing, commercial operations, administrative functions, and research and development.
Global Tariffs
Early in 2025, the U.S. government imposed or increased tariffs on certain foreign imports into the United States from key trading partners, including Germany and Switzerland. On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), and the U.S. Court of International Trade ordered U.S. Customs and Border Protection (“CBP”) to refund such tariffs, subject to potential appeal. On April 20, 2026, CBP launched an online portal for submitting IEEPA tariff refund requests. We have submitted Consolidated Administration and Processing of Entries (“CAPE”) declarations seeking refunds for tariffs paid during fiscal 2025 and the first quarter of fiscal 2026; however, all claims remain subject to CBP review and validation. Because the timing and approval of any refunds are uncertain and contingent upon further legal, regulatory, and administrative developments, no receivable has been recognized as of March 31, 2026. Any approved refunds, if received, could be material.
Various other tariff programs remain in effect. In February 2026 the U.S. imposed new temporary tariff measures currently scheduled to remain in place through July 2026 and it may impose additional tariffs or extend or expand existing programs. These tariff measures and the related uncertainty in global trade markets have contributed to lower‑than‑anticipated bookings, revenues, and profitability, and may continue to adversely affect our business for the foreseeable future. The magnitude and duration of these impacts are difficult to predict, as trade policies may change without notice. We continue to monitor these developments and assess their potential impact on our business, results of operations and financial condition.
Interest and Other Income (Expense), Net
The increase in interest and other income (expense), net in the three months ended March 31, 2026, as compared to the same period in 2025, was primarily due to the gain on remeasurement of the previously held equity interest in Tofwerk of $12.2 million. On January 6, 2026, we acquired the remaining 60.0% interest in Tofwerk and remeasured to fair value the previously held 40.0% interest which was accounted for under the equity method. Refer to Note 3, Acquisitions for more details on the Tofwerk acquisition and Note 11, Interest and Other Income (Expense), net for more details on our interest and other income (expense), net.
38
Table of Contents
Income Tax Provision
The effective tax rates for the three months ended March 31, 2026, and 2025 were 11.4% and 34.7%, respectively. The decrease in the Company's effective tax rate was primarily due to changes in jurisdictional mix and the impact of a nontaxable gain associated with the acquisition of Tofwerk ( refer to Note 3, Acquisitions for more information).
The Organization for Economic Co-operation and Development (“OECD”) introduced its Pillar Two Framework Model Rules, which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the three months ended March 31, 2026, reflected currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance did not have a material impact on our income tax provision for the three months ended March 31, 2026. The Company continues to monitor the countries in which it operates as they enact legislation implementing Pillar Two.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows
We anticipate that our existing cash and cash equivalents and credit facilities will be sufficient to support our operating and investing needs, and other liquidity needs for at least the next twelve months and the foreseeable future under the currently anticipated business conditions and macroeconomic environment. As of March 31, 2026, we had $133.4 million in cash and cash equivalents, of which $74.0 million was held in our foreign subsidiaries. The Company has access to the vast majority of its cash and cash equivalent balances held outside of the United States without incurring significant additional tax costs and therefore considers them available for use globally. The amount of funds held in the United States can fluctuate due to the timing of receipts and payments in the ordinary course of business and due to other reasons, such as acquisitions and borrowings. As part of our ongoing liquidity assessments, we regularly monitor the mix of domestic and foreign cash flows (both inflows and outflows). Our future cash requirements could be affected by acquisitions that we may complete, or the payment of common and preferred dividends in the future. Historically, we have used the liquidity generated from cash flow from operations, debt financings, and issuances of common and preferred stock to finance our growth and operating needs. In the future, there are no assurances that we will continue to generate cash flow from operations, that additional financing alternatives will be available to us, if required, or, if available, will be obtained on terms favorable to us.
We aggregate all bank accounts that are subject to our notional cash pooling arrangement into a single balance on our consolidated balance sheets. Our notional cash pooling arrangement is managed by a third-party financial institution and as of March 31, 2026, based on the reporting maintained by our financial institution, it was in a positive position.
The following table presents our cash flows from operating activities, investing activities and financing activities for the periods presented (in millions):
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
|
$ |
71.2 |
|
|
$ |
65.0 |
|
Net cash used in investing activities |
|
|
(39.7 |
) |
|
|
(26.1 |
) |
Net cash used in financing activities |
|
|
(204.9 |
) |
|
|
(51.2 |
) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
7.9 |
|
|
|
13.3 |
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
$ |
(165.5 |
) |
|
$ |
1.0 |
|
Net cash provided by operating activities during the three months ended March 31, 2026, resulted primarily from consolidated net income adjusted for non-cash items of $95.4 million, and a change in operating assets and liabilities, net of acquisitions of $(24.2) million. Net cash provided by operating activities during the three months ended March 31, 2025, resulted primarily from consolidated net income adjusted for non-cash items of $55.7 million, and a change in operating assets and liabilities, net of acquisitions of $9.3 million.
The increase in consolidated net income adjusted for non-cash items was primarily driven by the non-cash impairment charges related to intangible assets and other long lived assets primarily in our BSI NANO segment as a result of our BSI NANO restructuring plan described in Note 10, Restructuring and Asset Impairments, an increase in write-down of demonstration and other inventories, and timing of income taxes payable. The change in operating assets and liabilities, net of acquisitions, decreased primarily due to increased collections of receivables and an increase in inventory which was largely attributable to foreign currency movements.
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Net cash used in investing activities during the three months ended March 31, 2026, resulted primarily from purchases of property, plant and equipment of $24.2 million and acquisitions of $16.0 million. Net cash used in investing activities during the three months ended March 31, 2025, resulted primarily from purchases of property, plant and equipment of $26.0 million. Net cash used in investing activities during the three months ended March 31, 2026 increased compared to the comparable period in the prior year due to acquisitions, primarily due to the acquisition of Tofwerk, which closed in the first quarter of 2026.
Net cash used in financing activities during the three months ended March 31, 2026, was primarily from repayments of long-term debt of $181.3 million and cash paid for dividends to our preferred and common shareholders of $18.6 million. Net cash used in financing activities during the three months ended March 31, 2025, was primarily from net repayments of our revolving line of credit of $28.0 million, repayments of long-term debt of $7.7 million, and cash paid for purchases of common stock under our repurchase program of $10.0 million, offset by proceeds from long-term debt of $2.9 million. During the first quarter of 2026, we repaid in full the outstanding balance in our 2024 term loan due in 2029. Additionally, during the year ended December 31, 2025, we raised proceeds via the issuance of equity in the form of the issuance of the Series A Mandatory Convertible Preferred Stock to pay down some of our outstanding debt obligations. As a result of such issuance, we also have certain obligations with respect to discretionary dividends to our preferred shareholders in addition to the discretionary dividends historically paid to our common shareholders.
Credit Facilities
As of March 31, 2026, we have total outstanding debt of $1.7 billion and a revolving credit facility that provides for up to $900.0 million of backup liquidity to finance working capital needs, refinance or reduce existing indebtedness, and for general corporate use. In addition, the facility provides for an uncommitted incremental facility whereby, under certain circumstances, we may, at our option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $400.0 million. As of March 31, 2026, we were in compliance with all covenants of our debt agreements.
For a summary of the fair and carrying values of our outstanding debt as of March 31, 2026, and December 31, 2025, refer to Note 15, Debt and Note 16, Fair Value of Financial Instruments to our unaudited condensed consolidated financial statements included in this report. For additional information on our outstanding debt and credit facility refer to Note 20 Debt, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Share Repurchase Program
Pursuant to a share repurchase program approved by our Board of Directors and announced on May 12, 2023, we were permitted to purchase up to $500.0 million of shares of our common stock over a two-year period. During the three months ended March 31, 2025, the Company purchased a total of 200,731 shares at an aggregate cost of $10.0 million under the 2023 Repurchase Program. The 2023 Repurchase Program expired in May 2025 and has not been renewed.
Issuance of Mandatory Convertible Preferred Stock
On September 8, 2025, we issued 2,760,000 shares, or $690 million aggregate liquidation preference, of our 6.375% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share, (including 360,000 shares, or $90,000,000 aggregate liquidation preference, of Mandatory Convertible Preferred Stock issued upon exercise by the underwriters of over-allotment option in full) pursuant to a previously announced underwritten public offering. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, at an annual rate of 6.375% on the liquidation preference of $250 per share. If declared, these dividends will be paid in cash, or, subject to certain limitations, in shares of our common stock or, subject to certain limitations, in a combination of cash and shares of our common stock, at our election, on March 1, June 1, September 1 and December 1 of each year, which commenced on December 1, 2025, and ending on, and including, September 1, 2028. We used the proceeds from this issuance to repay (i) our term loan due December 2026 in full, (ii) outstanding borrowings under our 2024 amended and restated revolving credit agreement in full, and (iii) a portion of our term loan due March 2027. Refer to Note 21, Shareholder's Equity, in the Notes to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for more information on our mandatory convertible preferred stock.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes to our critical accounting policies and estimates since December 31, 2025. Refer to our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of our critical accounting policies.
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RECENT ACCOUNTING PRONOUNCEMENTS
Information regarding recent accounting standard changes and developments is incorporated by reference from Part I, Item 1, unaudited condensed consolidated financial statements, of this document and should be considered an integral part of this Item 2. Refer to Note 2, Recent Accounting Pronouncements in the Notes to the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for recently adopted and issued accounting standards.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information concerning market risk is contained in Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025. As of March 31, 2026, there were no material changes in our exposure to market risk from December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) that are designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) by others within our organization. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026.
Management concluded that the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in lawsuits, claims, and proceedings, including, but not limited to, patent, customer, labor and employment and commercial matters, which arise in the ordinary course of business. As of March 31, 2026, other than as disclosed in Note 20, Commitments and Contingencies in the Notes to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, the Company is not party to any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject. However, the outcome of any of these proceedings cannot be accurately predicted, and the ultimate resolution of any of these existing matters may have a material adverse effect on the Company's business or financial condition.
In addition, we are subject to regulation by national, state and local government agencies in the United States and other countries in which we operate. From time to time, we are the subject of governmental investigations often involving regulatory, marketing and other business practices. These governmental investigations may result in the commencement of civil and criminal proceedings, fines, penalties and administrative remedies which could have a material adverse effect on our financial position, results of operations and/or liquidity.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Pursuant to a share repurchase program approved by the Board of Directors and announced on May 12, 2023 (the “2023 Repurchase Program”), the Company was permitted to purchase up to $500.0 million of shares of its common stock over a two-year period. Authorization to purchase shares under the 2023 Repurchase Program expired in May 2025. The Company did not make any purchases of its common stock during the quarter ended March 31, 2026.
ITEM 5. OTHER INFORMATION
Director and Officer Trading Arrangements
During the quarter ended March 31, 2026, none of the Company’s directors or officers informed the Company of the
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ITEM 6. EXHIBITS
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Incorporated by Reference |
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Exhibit No.
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Description
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Form |
Filing Date |
10.1 |
Bruker Corporation 2026 Incentive Compensation Plan |
Form S-8 |
February 27, 2026 |
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31.1* |
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2* |
Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1* |
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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|
|
|
|
101.INS* |
Inline XBRL Instance Document |
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101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
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101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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|
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101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104* |
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 has been formatted in Inline XBRL (included in Exhibit 101) |
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* Filed or furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 7, 2026 |
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BRUKER CORPORATION |
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By: |
/s/ FRANK H. LAUKIEN, PH.D. |
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Frank H. Laukien, Ph.D. |
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President, Chief Executive Officer and Chairman |
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(Principal Executive Officer) |
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Date: May 7, 2026 |
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By: |
/s/ GERALD N. HERMAN |
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Gerald N. Herman |
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Executive Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
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Date: May 7, 2026 |
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By: |
/s/ THOMAS BURES |
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Thomas Bures |
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Chief Accounting Officer |
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(Principal Accounting Officer) |
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